AGREEMENT FOR PURCHASE AND SALE OF SERVICING

THIS AGREEMENT FOR PURCHASE AND SALE OF SERVICING (this “Agreement”) is dated as of the 30 ^th day of November, 2006, between EVERBANK, a federal savings association (“Purchaser”), whose address is 8100 Nations Way, Jacksonville, Florida 32256, and HOMEFEDERAL BANK , an Indiana commercial bank (“Seller”), whose mailing address is 3801 Tupelo Drive, Columbus, Indiana 47201. All defined terms utilized herein shall have the meaning assigned thereto in the Definitions below.

WHEREAS , Seller is the owner of the Servicing for the Mortgage Loans; and

WHEREAS , Seller desires to sell, transfer and assign to Purchaser all of its right, title and interest in and to the Servicing for the Mortgage Loans and Purchaser desires to acquire and assume all right, title and interest in and to the Servicing from Seller; and

WHEREAS , Purchaser was the successful bidder for the purchase of the Servicing in the offering conducted by Broker.

NOW, THEREFORE , in consideration of the mutual promises, covenants and conditions, and upon the terms and subject to the conditions set forth herein, the parties hereto agree as follows:

1.    DEFINITIONS .

For purposes of this Agreement, the following terms shall have the following meanings when used herein. The terms defined herein include the plural as well as the singular and the singular as well as the plural.

“ Accounts Receivable ”. Amounts due Seller by virtue of documented advances made prior to the Sale and Transfer Date in connection with the Servicing of the Mortgage Loans in accordance with Investor Guidelines or FHA/VA regulations, as applicable and which are deemed recoverable by Purchaser.

“ Agreement ”. This Agreement and all attachments hereto, as the same may from time to time be amended or supplemented by one or more instruments executed by Seller and Purchaser.

“ Ancillary Income ”. Late Mortgagor payment charges, charges for dishonored checks (NSF Fees), pay off fees, assumption fees, commissions and administrative fees on insurance and similar fees and charges collected from or assessed against the Mortgagor.

“ Applicable Requirements ” means and includes, as of the time of reference, with respect to the Mortgage Loans and the Servicing, all of the following: (i) all contractual obligations of Seller and any prior originator or servicers, including without limitation those contractual obligations contained herein or in the Mortgage Loan documents for which Seller or the servicer is responsible or at any time was responsible; (ii) all applicable federal, state and local legal and regulatory requirements (including statutes, rules, regulations and ordinances) binding upon Seller and/or the servicer or any prior servicer; (iii) all other applicable requirements and guidelines of each governmental agency, board, commission, instrumentality and other governmental body or office having jurisdiction over the Mortgage Loans; (iv)

all other applicable judicial and administrative judgments, orders, stipulations, awards, writs and injunctions; and (v) the reasonable and customary mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as the Mortgage Loans in the jurisdiction in which the related mortgaged properties are located.

     “ Bankruptcy ”. The Mortgagor under a Mortgage Loan has sought protection under or is subject to proceedings under the bankruptcy or insolvency laws of the United States or any other similar laws of general application for the relief of debtors.

“ Bid Letter ”. The letter from Purchaser to Broker dated September 29, 2006, wherein Purchaser offered to purchase the Servicing from Seller.

“ Broker ”. Sandler O’Neill Mortgage Finance L.P.

“ Business Day ”. Any day other than (i) a Saturday or Sunday, or (ii) a day on which national banking institutions are authorized or obligated by law or executive order to be closed.

“ Buy-Down Funds ”. The remaining amount of funds collected at the closing of a Mortgage Loan to cover a portion of the mortgage payment for a stated term and which are held by or on behalf of Seller.

“ Closing Documents ”. This Agreement, the Assignment of the Servicing of the Mortgage Loans attached hereto as Appendix II and the Transfer of Servicing attached hereto as Appendix III.

“ Fannie Mae ”. Federal National Mortgage Association.

“ FHA ”. Federal Housing Administration.

“ Foreclosure ”. A Mortgage Loan where payment has been accelerated and the Mortgage Loan has been referred to an attorney for collection and enforcement proceedings or is in the process of liquidation after the foreclosure sale.

“ Freddie Mac ”. Federal Home Loan Mortgage Corporation.

“ Holdback ”. Ten percent (10%) of the Purchase Price, less any sums deducted therefrom pursuant to this Agreement.

“ Insurer ”. Any insurer under any applicable hazard insurance policy, any federal flood insurance policy, or any title insurance policy.

“ Investor ”. The beneficial owner of the Mortgage Loans and more particularly described in the Mortgage Loan Schedule.

“ Investor Approval ”. The written acknowledgment provided by an Investor to Purchaser unconditionally approving the purchase and sale of the Servicing.

“ Investor Guidelines ”. Rules and regulations set forth by each Investor, as outlined in their respective Selling and Servicing Guides or other published or written rules and regulations, and as amended from time to time, including project guidelines, setting forth the manner in which Mortgage Loans shall be originated, underwritten, sold or serviced, excluding any special commitments.

“ Litigation ”. A legal action in foreclosure of a Mortgage Loan, or for a deficiency thereunder, in which the sale of the mortgaged property in foreclosure (whether by action, power of sale, or otherwise) has been delayed by reason of the defense of such action by the Mortgagor, or any other action commenced or pending which involves the Mortgage Loan (excluding class actions), and which action materially and adversely, in Purchaser’s reasonable opinion, affects the Mortgagor’s obligation to make payments under the Mortgage Loan or the enforceability or priority of the Mortgage or results in a material increase in the cost to service the Mortgage Loan.

“ Mortgage ”. A security instrument, including without limitation a mortgage or deed of trust, creating a first lien on real property securing the payment of a Mortgage Note.

“ Mortgage File ”. The file containing the photostatic copies of mortgage loan documents with respect to a Mortgage Loan, as well as the credit and closing packages, disclosures, custodial documents, and all other files, books, records and documents, all as called for pursuant to the Transfer Instructions at Appendix IV to this Agreement.

“ Mortgage Loan ”. Any loan, evidenced by a Mortgage Note and secured by a Mortgage, described in the Mortgage Loan Schedule and thereby subject to this Agreement.

“ Mortgage Loan Schedule ”. The schedule of Mortgage Loans attached hereto as Appendix I, which has been prepared as of the close of business on each Sale and Transfer Date.

“ Mortgage Note ”. The evidence of indebtedness from a Mortgagor to a lender which is secured by a Mortgage.

“ Mortgagor ”. The obligor on a Mortgage Note.

“ Offering Information ”. The information, data, tapes and statements provided to Purchaser by Seller or Broker in the preparation of Purchaser’s Bid Letter with respect to the Servicing.

“ Offering Memorandum ”. The offering memorandum prepared by Broker, acting as broker for Seller, and identified as Offering No. SEP2006-1.

“ Prepaid Mortgage Loans ”. Mortgage Loans which are prepaid in full on or before three (3) months after the Sale and Transfer Date, excluding any Mortgage Loans refinanced by Purchaser. The date on which the Mortgage Loan is considered prepaid with respect to Prepaid Mortgage Loans shall be (a) the date of the payoff check from the settlement agent or (b) the date the payoff is received via wire transfer of federal funds.

“ Purchase Price ”. The amount paid by Purchaser to Seller for the Servicing of the Mortgage Loans, as provided in Paragraph 3 hereof, and as subsequently adjusted pursuant to this Agreement.

“ Purchaser’s Indemnified Matters ”. As defined in subparagraph 12.3 of this Agreement.

“ Recorded Assignments ”. All assignments of the Mortgage Loans required to legally vest title to the Mortgage Loans in Purchaser (unless previously recorded in the name of the Investor or MERS®), which assignments shall be properly recorded, individually or as blanket assignments, where permitted by the applicable recorder’s office.

“ Recourse Obligation ”. Any obligation with respect to any Mortgage Loan in any master commitment or pool purchase contract, whether described as a limited or full repurchase requirement, limited or full recourse, credit support reimbursement or other obligation, indemnification, loss sharing arrangement or otherwise which would subject the servicer of such Mortgage Loan to losses on the liquidation of such Mortgage Loan or which would entitle the Investor to demand the repurchase of a Mortgage Loan for any reason, except for standard repurchase requirements in accordance with Investor Guidelines as a result of origination errors and/or servicing errors occurring prior to the Sale and Transfer Date. The fact that any of the Mortgage Loans may have been classified by an Investor as “non-recourse” because of the existence of any pool insurance policy shall not, for purposes of this Agreement, remove any such Mortgage Loan from the definition of Recourse Obligation.

“ Related Escrow Accounts ”. Segregated trust accounts maintained by Seller in accordance with Investor Guidelines and established to hold funds for principal and interest, taxes and insurance in escrow pursuant to the terms of the Mortgage Loans.

“ Sale and Transfer Date ”. The date on which the ownership of the Servicing and other assets specified herein are transferred to Purchaser, which shall be the close of business on December 29, 2006 for the Fannie Mae Mortgage Loans and Investors with month-end cutoff dates and December 15, 2006 for the Freddie Mae Mortgage Loans and Investors with mid-month cutoff dates, unless extended in writing by Seller and Purchaser.

“ Seller’s Indemnified Matters ”. As defined in subparagraph 12.1.

“ Servicing ”. With respect to the Mortgage Loans (a) the management of operational functions related to servicing each Mortgage Loan including without limitation (i) the collection and disbursement of funds being held in escrow to pay taxes, insurance and other items as they become due, (ii) the collection and remittance of principal and interest payments in accordance with Investor Guidelines, and (iii) the resolution of defaulted loans in accordance with Investor Guidelines, (b) the right to all service fees, Ancillary Income, the value of Related Escrow Accounts, the right to solicit the Mortgagors for other services and all other customary rights related to servicing the Mortgage Loans, and (c) the title to all Mortgage Files and other related records.

“ Sixty (60) Days Delinquent ”. With respect to a Mortgage Loan, when two (2) regularly scheduled monthly Mortgage Loan payments are due and unpaid. By way of example: A Mortgage Loan due and unpaid for the November 2006 payment as of the Sale and Transfer Date.

“ Tax Identification Number ”. The number used by the Internal Revenue Service to identify a taxpayer for income tax reporting purposes.

“ Third Party Originated Loans ”. Mortgage Loans originated by a lender other than Seller.

“ Transferred Assets ”. Collectively, the Servicing, Accounts Receivable, Mortgage Files and rights as custodian with respect to the Buy-Down Funds and Related Escrow Accounts.

“ VA ”. Veteran’s Administration, or any successor thereto.

2.    SALE AND TRANSFER OF SERVICING

2.1    Sale

Subject to, and upon the terms and conditions of this Agreement, Seller shall, on the Sale and Transfer Date, sell, convey, transfer, assign and deliver to Purchaser and Purchaser shall purchase, assume and accept all right, title and interest of Seller, as of the Sale and Transfer Date, in and to the Transferred Assets and all obligations of Seller with respect to servicing the Transferred Assets from and after the Sale and Transfer Date.

Purchaser will assume only those contractual duties, obligations and liabilities of Seller which prospectively and directly relate to Purchaser’s acquisition, ownership and performance of the Servicing, and Purchaser will not assume or otherwise be responsible for, in any way whatsoever, any other duties, obligations and liabilities of, or claims against, Seller or its shareholders (or any of their respective, agents, officers, directors, trustee, or affiliates), with respect to the Servicing or otherwise.

2.2    Investor Approval . The purchase and sale of the Servicing are subject to Investor Approval. If Seller fails, for whatever reason, to obtain written approval from any Investor by no later than the Business Day prior to the Sale and Transfer Date, Purchaser shall have the option to terminate this Agreement, by written notice to Seller, within five (5) Business Days following Seller’s failure to deliver to Purchaser proof of Investor Approval. If Purchaser terminates this Agreement as provided above after the Sale and Transfer Date, Seller shall immediately refund to Purchaser any portion of the Purchase Price received by Seller, if any, and Purchaser shall re-convey any portion of the Transferred Assets delivered to Purchaser from Seller immediately upon termination. Thereafter, subject to the continuing obligations of the parties pursuant to Paragraph 12, the parties shall have no further obligation to one another.

2.3    Transfer Documents . On or prior to the Sale and Transfer Date, Seller shall execute and deliver to Purchaser (a) the Assignment of the Servicing of the Mortgage Loans attached hereto and made a part hereof as Appendix II, and (b) the Transfer of Servicing attached hereto and made a part hereof as Appendix III. Prior to the Sale and Transfer Date, Purchaser and Seller shall execute and deliver any documents required by the Investors in connection with the transfer of the Transferred Assets hereunder, in form and substance reasonably satisfactory to Purchaser and Seller, and shall execute and deliver such other instruments or documents as Purchaser and Seller shall reasonably determine are necessary to consummate the transactions contemplated hereby.

3.    CONSIDERATION .

3.1    Purchase Price . In full consideration for the sale of the Transferred Assets and upon the terms and conditions of this Agreement, Purchaser shall pay to Seller (in accordance with subparagraph 3.3), an amount equal to the following:

(a)    As to Mortgage Loans which are current or less than Sixty (60) Days Delinquent and Mortgage Loans which are not (i) in Bankruptcy, (ii) in Litigation or (iii) in Foreclosure, the aggregate outstanding principal balance of such Mortgage Loans, as of the close of business on the Sale and Transfer Date, multiplied by 0.875% (0.00875). All of the above determinations shall be made based upon the status of each Mortgage Loan on the Sale and Transfer Date.

(b)    As to Mortgage Loans as which are Sixty (60) Days Delinquent which are not (i) in Bankruptcy, (ii) in Litigation or (iii) in Foreclosure, the aggregate outstanding principal balance of such Mortgage Loans, as of the close of business on the Sale Date, multiplied by 0.4375% (0.004375). All of the above determinations shall be made based upon the status of each Mortgage Loan on the Sale Date.

3.2    Accounts Receivable . Within five (5) Business Days after Purchaser receives documentation which is reasonably satisfactory to it as to Accounts Receivable on the Mortgage Loans transferred to Purchaser, Purchaser shall pay such documented amount to Seller. Accounts Receivable which are not considered by Purchaser to be recoverable, will be paid to Seller by Purchaser only if and when recovered by Purchaser.

3.3    Payment of the Purchase Price; Holdback .

Subject to the conditions precedent set forth in Paragraph 9 of this Agreement, the Purchase Price shall be due and payable as follows:

(a)    On the Sale and Transfer Date, Purchaser shall pay to Seller a sum equal to twenty percent (20%) of the Purchase Price.

(b)    Within three (3) Business Days after the Sale and Transfer Date, Purchaser shall pay to Seller a sum equal to ninety percent (90%) of the Purchase Price, less the payment made in accordance with subparagraph (a) above.

(c)    The balance of the Purchase Price, which is represented by the Holdback, shall be paid as herein provided, (i) fifty percent (50%) of the Holdback shall be paid to Seller upon Seller’s completion in all material respects of the delivery requirements set forth in the Transfer Instructions and Purchaser’s receipt of seventy-five percent (75%) of the Recorded Assignments, (ii) an additional twenty-five percent (25%) of the Holdback will be paid to Seller upon Purchaser’s receipt of ninety-five percent (95%) of the Recorded Assignments, and (iii) the balance of the Holdback will be paid to Seller upon Seller’s completion of all delivery requirements set forth in this Agreement. Notwithstanding the foregoing, Purchaser may elect to withhold such portion of the Holdback as Purchaser determines, in good faith, is equivalent to the out-of-pocket damages and expenses it reasonably expects to sustain if any of Seller’s representations and warranties are found to be untrue in any material respect or if Seller has otherwise materially defaulted under this Agreement and Seller has been placed on notice for such default or misrepresentation, and as of the date such payment of the Holdback is due, such default or defaults have not been cured to the reasonable satisfaction of Purchaser. Provided, however, Purchaser shall fund the Holdback or such portion thereof as is due to Seller at such time as the misrepresentations or defaults have been cured.

(d)    Any amounts owed to Purchaser by Seller due to Buy-Down Funds or Related Escrow Accounts shall be transferred to Purchaser by Seller by wire transfer of federal funds within two (2) Business Days after the Sale and Transfer Date, based upon the schedule delivered by Seller to Purchaser as provided in paragraph 11 herein.

(e)    If, subsequent to the payment of the Purchase Price or the payment of any amounts due hereunder to either party, the outstanding principal balance of any of the Mortgage Loans is found to be in error, or if for any reason the Purchase Price or such other amounts is found to be in error, the party benefiting from the error shall pay an amount sufficient to correct and reconcile the Purchase Price or such other amounts and shall provide a reconciliation statement and other such documentation to reasonably satisfy the other party concerning the accuracy of such reconciliation. Such amounts shall be paid by the proper party within ten (10) Business Days from receipt of satisfactory written verification of amounts due.

3.4    Adjustments to Purchase Price

(a)    In the event an Investor does not approve the transfer of its Mortgage Loans as contemplated in this Agreement and if Purchaser does not terminate the Agreement as provided in

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subparagraph 2.2, then Seller shall repurchase the Servicing of the affected Mortgage Loans in accordance with subparagraph 12.2; provided, however, that if the net average service fee of the remaining Mortgage Loans is less than 0.2516%, the Purchase Price will be reduced by multiplying 3.478 times the true net servicing fee (e.g. net service fee of 0.25% times 3.478 equals a purchase price of 0.87%, a .05 basis point reduction).

(b)    In the event of the termination of the Servicing by an Investor as to any of the Mortgage Loans, through no fault of Purchaser, within eighteen (18) months from the Sale and Transfer Date (the date of the notice from the Investor shall be considered the termination date for the purpose of this subparagraph) and for which a termination fee is not paid or is less than the Purchase Price paid for such Mortgage Loans, then Seller agrees to reimburse Purchaser for the Purchase Price paid for the Servicing with respect to such Mortgage Loans, less any termination fees paid to Purchaser, in relation to such Servicing as follows:

(i)    Months 1 - 12: 100%

(ii)    Months 13 - 18: 75%

4.    COVENANTS OF PURCHASER . Purchaser shall, subject to the terms and conditions of this Agreement, pay, perform and discharge or cause to be paid, performed, and discharged all of the obligations relating to the Servicing, Buy-Down Funds and Related Escrow Accounts assigned to Purchaser from and after the Sale and Transfer Date. Purchaser further agrees to accept and assume such obligations relating to the Servicing and the Mortgage Loans as shall be required by the Investors and as provided in the agreements and documents executed by the parties pursuant to subparagraph 2.3 of this Agreement.

5.    COVENANTS OF SELLER . Seller covenants and agrees with Purchaser as follows:

(a)    Remaining Obligations . Seller shall pay, perform or discharge all of its liabilities and obligations accruing before the Sale and Transfer Date relating to the Servicing, the Related Escrow Accounts and the Mortgage Loans, to the extent the same are unpaid or unfulfilled on the Sale and Transfer Date and except as expressly assumed by Purchaser pursuant to the terms hereof.

(b)    Servicing Income . All monies received by Seller after the Sale and Transfer Date relating to the Mortgage Loans and the Accounts Receivable shall be promptly turned over to Purchaser and all servicing fees and Ancillary Income accruing after the Sale and Transfer Date with respect to the Servicing shall inure to the benefit of Purchaser.

(c)    Correction of Material Errors . Seller shall, at the request of Purchaser, make a good faith effort and diligently pursue the correction of any material errors or deficiencies in any of the Mortgage Loans or related loan documentation. For purposes of this provision, material shall refer to errors or deficiencies which are required to be corrected by the Investors.

(d)    Assignment and Transfer . Unless previously recorded in the Investor’s name or MERS®, as evidenced of record in the Mortgage Loan file, Seller shall, at its expense, cause to be prepared, executed, and, where applicable, recorded all documents necessary to legally transfer and assign all right, title and interest in and to the Servicing of the Mortgage Loans from Seller to Purchaser including, without limitation, the Mortgage Note endorsements, assignments in recordable form from Purchaser to blank (if required by Investor Guidelines) and the Recorded Assignments. Seller shall provide a special purpose resolution authorizing those officers of Purchaser to sign such documents on Seller’s behalf. Seller shall be responsible for obtaining and shall pay the cost of securing the approval of the Investors, including payment of any investor fees, sub-servicer fees or transfer fees due. In addition,

 Seller shall pay any costs related to (i) obtaining the release of the Mortgage File and related Mortgage Loan documents from the custodian of the Mortgage Loans, (ii) the cost of shipping the Mortgage File and related Mortgage Loan documentation to Purchaser or a custodian designated by Purchaser, and (iii) obtaining and delivering complete master file tape information and any other electronically stored information.

(e)    Tax Payments . Provided the tax bill has been released by the taxing authority prior to the Sale and Transfer Date, Seller shall pay to Purchaser any penalty charges or the amount of any discounts lost as a result of a failure to pay tax bills with respect to Mortgage Loans as to which a Related Escrow Account is maintained, which are due and payable on or before the Sale and Transfer Date or thirty (30) days subsequent thereto, which are subsequently incurred by Purchaser.

(f)    Defects . If any Mortgage Loan, including the Related Escrow Account for such Mortgage Loan, is found defective or deficient as a result of acts or omissions prior to the Sale and Transfer Date in accordance with Investor Guidelines or such defect or deficiency limits the Purchaser’s ability to properly service the Mortgage Loan, other than as a result of a servicing error by Purchaser after the Sale and Transfer Date, Seller shall upon written notification by Purchaser (i) correct or cure the defect (or defend the asserted defect to the Investor in good faith to the reasonable satisfaction of the Purchaser) to the reasonable satisfaction of Purchaser and/or Investor within thirty (30) days or such time period allowed by the Investors, or if such defect cannot be cured within such time period, (ii) repurchase the Servicing with respect to the affected Mortgage Loan from Purchaser and repurchase the Mortgage Loan from Purchaser if Purchaser is required to purchase such Mortgage Loan from the Investor, as provided in subparagraph 12.2 of this Agreement, and (iii) hold harmless and indemnify Purchaser from any and all claims, demands, liabilities or losses incidental thereto including reasonable attorney’s fees and costs.

(g)    Casualty Loss . Seller shall be liable for any loss incurred by Purchaser as the result of a casualty loss to any property subject to a Mortgage Loan where the loss occurs either prior to or on the Sale and Transfer Date for such Mortgage Loan, if such loss is the direct result of the expiration of any such insurance policies prior to the Sale and Transfer Date or is due to the insufficiency (in accordance with Investor Guidelines) of any such insurance coverage. Further, if any insurance coverage is insufficient in accordance with Investor Guidelines, Seller warrants to Purchaser that the costs incurred for providing such insurance are secured by the Mortgage Loan and payable by the Mortgagor under the Mortgage Loan. In the event there is no evidence of insurance coverage on any Mortgage Loan as of the Sale and Transfer Date for such Mortgage